SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zola Steven C

(Last)

(First)

(Middle)

605 HWY 169 N

SUITE 400

(Street)

MINNEAPOLIS

55441

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WINMARK CORP [ WINA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Winmark Capital

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2019		M		1,048	A	$13.01	3,051	D
Common Stock	05/03/2019		M		1,276	A	$22.15	4,327	D
Common Stock	05/03/2019		S		458	D	$178.73⁽²⁾	3,869	D
Common Stock	05/03/2019		S		1,866	D	$177.12⁽³⁾	2,003	D
Common Stock	05/06/2019		M		385	A	$22.15	2,388	D
Common Stock	05/06/2019		S		35	D	$180.46⁽⁴⁾	2,353	D
Common Stock	05/06/2019		S		350	D	$177.06⁽⁵⁾	2,003	D
Common Stock	05/07/2019		M		1,992	A	$22.15	3,995	D
Common Stock	05/07/2019		S		50	D	$174.5⁽⁶⁾	3,945	D
Common Stock	05/07/2019		S		1,942	D	$173.38⁽⁷⁾	2,003	D
Common Stock								800	I	Child 1
Common Stock								58,974	I	by Zola Livng Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$13.01	05/03/2019		M			1,048	06/01/2010	06/01/2019	Common Stock	1,048	$13.01	0	D
Employee Stock Option (right to buy)	$22.15	05/03/2019⁽⁸⁾		M			3,653	12/10/2010⁽¹⁾	12/10/2019	Common Stock	7,500	$22.15	3,847	D
Employee Stock Option (right to buy)	$31.19							06/01/2011⁽¹⁾	06/01/2020	Common Stock	7,113		7,113	D
Employee Stock Option (right to buy)	$32.92							12/14/2011⁽¹⁾	12/14/2020	Common Stock	8,581		8,581	D
Employee Stock Option (right to buy)	$37.76							06/01/2012⁽¹⁾	06/01/2021	Common Stock	6,937		6,937	D
Employee Stock Option (right to buy)	$53.34							12/08/2012⁽¹⁾	12/08/2021	Common Stock	9,013		9,013	D
Employee Stock Option (right to buy)	$51.17							06/01/2013⁽¹⁾	06/01/2022	Common Stock	7,296		7,296	D
Employee Stock Option (right to buy)	$55.72							12/13/2013⁽¹⁾	12/13/2022	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$59.77							06/01/2014⁽¹⁾	06/01/2023	Common Stock	7,577		7,577	D
Employee Stock Option (right to buy)	$82.72							12/16/2014⁽¹⁾	12/16/2023	Common Stock	9,250		9,250	D
Employee Stock Option (right to buy)	$66.29							06/01/2015⁽¹⁾	06/01/2024	Common Stock	8,500		8,500	D
Employee Stock Option (right to buy)	$80.32							12/15/2015⁽¹⁾	12/15/2024	Common Stock	8,500		8,500	D
Employee Stock Option (right to buy)	$91.93							06/01/2016⁽¹⁾	06/01/2025	Common Stock	6,800		6,800	D
Employee Stock Option (right to buy)	$90.99							12/14/2016⁽¹⁾	12/14/2025	Common Stock	6,800		6,800	D
Employee Stock Option (right to buy)	$98.25							06/01/2017⁽¹⁾	06/01/2026	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$125.5							12/12/2017⁽¹⁾	12/12/2026	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$122.5							06/01/2018⁽¹⁾	06/01/2027	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$134.25							12/11/2018⁽¹⁾	12/11/2027	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$143.2							06/01/2019⁽¹⁾	06/01/2028	Common Stock	5,000		5,000	D
Employee Stock Option (right to buy)	$156							12/11/2019⁽¹⁾	12/11/2028	Common Stock	5,000		5,000	D

Explanation of Responses:

1. 25% per year for 4 years

2. 458 shares sold at an average price of $178.73, with a range of $178.56 to $179.10, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

3. 1,866 shares sold at an average price of $177.12, with a range of $177.00 to $178.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

4. 35 shares sold at an average price of $180.46, with a range of $179.99 to $180.50, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

5. 350 shares sold at an average price of $177.06, with a range of $177.00 to $177.15, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

6. 50 shares sold at a price of $174.50 to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

7. 1,942 shares sold at an average price of $173.38, with a range of $173.00 to $174.00, to cover payment of exercise price of and taxes due on option exercises included on this Form 4.

8. 1,276 option shares exercised 5/3/2019, 385 option shares exercised 5/6/2019 and 1,992 shares exercised 5/7/2019 as indicated in Table 1.

	/s/ Steven C. Zola	05/07/2019
	** Signature of Reporting Person	Date
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